OFFICIAL First Supplemental Agreement between NETWORK RAIL INFRASTRUCTURE LIMITED as Network Rail and ABELLIO EAST MIDLANDS LIMITED as Train Operator relating to the Track Access Contract (Passenger Services) dated 1st September 2020 OFFICIAL CONTENTS 1. INTERPRETATION 1 2. EFFECTIVE DATE AND TERM 1 3. AMENDMENTS TO THE CONTRACT 2 4. EFFECT OF THIS SUPPLEMENTAL AGREEMENT ON THE CONTRACT 2 5. THIRD PARTY RIGHTS 2 6. LAW 2 7. COUNTERPARTS 2 Annex A 4 Annex B 19 OFFICIAL THIS FIRST SUPPLEMENTAL AGREEMENT is dated 05 February 2021 and made BETWEEN: (1) NETWORK RAIL INFRASTRUCTURE LIMITED, (“Network Rail”), a company registered in England under number 2904587 having its registered office at 1 Eversholt Street, London, NW1 2DN (“Network Rail”); and (2) ABELLIO EAST MIDLANDS LIMITED, (the “Train Operator”), a company registered in England under number 09860485 having its registered office at 2nd floor St Andrew’s House, 18-20 St Andrew Street, London, EC4A 3AG. WHEREAS: (A) Network Rail and Abellio East Midlands Limited entered into a Track Access Contract (Passenger Services) dated 1st September 2020 in a form approved by the Office of Rail and Road pursuant to section 18(7) of the Act (this track access contract is hereafter referred to as the “Contract”). (B) The parties propose to enter into this Supplemental Agreement in order to amend Schedule 5 of the Contract. IT IS HEREBY AGREED as follows: 1. INTERPRETATION In this Supplemental Agreement, words and expressions defined in and rules of interpretation set out in the Contract shall have the same meaning and effect when used in this Supplemental Agreement except where the context requires otherwise. 2. EFFECTIVE DATE AND TERM 2.1 The amendments made to the Contract as set out in this Supplemental Agreement shall have effect from the Effective Date and shall cease to have effect on the Expiry Date or earlier termination of the Contract. 2.2 For the purposes of this Supplemental Agreement, “Effective Date” means the later of: (a) the date upon which the Office of Rail and Road issues its approval, pursuant to Section 22 of the Act, of the terms of this Supplemental Agreement; and (b) 02:00 hours on the Subsidiary Change Date 2021. OFFICIAL 3 AMENDMENTS TO THE CONTRACT 3.1 In Schedule 5 Table 2.1 of the Contract, the entries for Service Group EM01 East Midlands Local, EM02 East Midlands Regional, EM03 Liverpool-Norwich, EM04 East Midlands Inter City and EM05 Inter Urban shall be deleted and replaced with the entries as set out in Annex A to this Supplemental Agreement. 3.2 In Schedule 5 of the Contract, the entry for Table 2.2 shall be deleted and replaced in its entirety as set out in Annex B to this Supplemental Agreement. 4. EFFECT OF THIS SUPPLEMENTAL AGREEMENT ON THE CONTRACT The Contract, as amended by this Supplemental Agreement, shall remain in full force and effect in accordance with its terms, and during the period in which the amendments made by this Supplemental Agreement are to have effect all references in the Contract to “the contract”, “herein”, “hereof”, “hereunder” and other similar expressions shall, unless the context requires otherwise, be read and construed as a reference to the Contract as amended by this Supplemental Agreement. 5. THIRD PARTY RIGHTS No person who is not a party to this Supplemental Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Supplemental Agreement. 6. LAW This Supplemental Agreement shall be governed by, construed and given effect to in all respects in accordance with English Law. 7. COUNTERPARTS This Supplemental Agreement may be executed in two counterparts which, taken together, shall constitute one and the same document. Either party may enter into this Supplemental Agreement by signing either of such counterparts. OFFICIAL IN WITNESS whereof the duly authorised representatives of Network Rail and the Train Operator have executed this Supplemental Agreement on the date first above written. SIGNED by……………………………………….. Print name……Gary Walsh…..………………… Duly authorised for and on behalf of NETWORK RAIL INFRASTRUCTURE LIMITED SIGNED by………………………………………… Print name……Paul Barnfield…………………… Duly authorised for and on behalf of ABELLIO EAST MIDLANDS LIMITED OFFICIAL First Supplemental Annex A Schedule 5 - Table 2.1 EM01, EM02, EM03, EM04, EM05 OFFICIAL 1 2 Service Group : EM01 East Midlands Local Service description Passenger Train Slots 22323000 : Derby - Matlock 22275000 : Derby - Nottingham 22277000 : Nottingham - Newark - Lincoln 22321000 : Nottingham - Leicester 12325021 : Nottingham - Mansfield Woodhouse - Worksop 22812000 : Doncaster - Lincoln - Spalding / Peterborough From To Via Description TSC Timing Load Weekday Saturday Sunday Derby Matlock Direct EM01 22323000 156 3 1 1 Derby Nottingham Long Eaton EM01 22275000 156 2 1 3 Doncaster Lincoln Direct EM01 22812000 156 0 1 0 Doncaster Peterborough Lincoln, EM01 22812000 156 5 3 0 Sleaford Doncaster Sleaford Lincoln EM01 22812000 156 0 1 0 Leicester Cleethorpes Nottingham EM01 22321000 156 2 1 0 and Lincoln changes to changes to EM02 22277000 at Nottingham and changes to 22836000 at Lincoln Leicester Grimsby Town Nottingham EM01 22321000 156 5 4 0 and Lincoln changes to changes to EM02 22277000 at Nottingham and changes to 22836000 at Lincoln Leicester Lincoln Nottingham EM01 22321000 156 8 10 0 and Newark changes to Castle 22277000 at Nottingham Leicester Loughborough Direct EM01 22321000 156 1 1 0 OFFICIAL 1 2 Service Group : EM01 East Midlands Local Service description Passenger Train Slots 22323000 : Derby - Matlock 22275000 : Derby - Nottingham 22277000 : Nottingham - Newark - Lincoln 22321000 : Nottingham - Leicester 12325021 : Nottingham - Mansfield Woodhouse - Worksop 22812000 : Doncaster - Lincoln - Spalding / Peterborough From To Via Description TSC Timing Load Weekday Saturday Sunday Leicester Nottingham Loughborough EM01 22321000 156 1 2 0 Lincoln Leicester Newark Castle EM01 22277000 156 5 8 0 and changes to Nottingham 22321000 at Nottingham Lincoln London St Newark Castle, EM01 22277000 222 2 0 0 Pancras Nottingham changes to changes to International and Leicester EM05 22154000 at Nottingham Lincoln Newark North Direct EM01 22277000 156 12 10 10 Gate Lincoln Nottingham Newark Castle EM01 22277000 156 3 1 12 Lincoln Nottingham Newark North EM01 22277000 156 1 1 0 Gate and Newark Castle Lincoln Peterborough Sleaford EM01 22812000 156 9 8 0 Loughborough Leicester Barrow on EM01 22321000 156 1 1 0 Soar Mansfield Nottingham Hucknall EM01 12325021 170 12 9 8 Woodhouse Matlock Derby Direct EM01 22323000 156 0 1 0 Matlock Nottingham Derby EM01 22323000 156 18 17 12 changes to 22275000 at Derby OFFICIAL 1 2 Service Group : EM01 East Midlands Local Service description Passenger Train Slots 22323000 : Derby - Matlock 22275000 : Derby - Nottingham 22277000 : Nottingham - Newark - Lincoln 22321000 : Nottingham - Leicester 12325021 : Nottingham - Mansfield Woodhouse - Worksop 22812000 : Doncaster - Lincoln - Spalding / Peterborough From To Via Description TSC Timing Load Weekday Saturday Sunday Newark Castle Crewe Nottingham EM01 22277000 156 13 12 0 and Derby changes to changes to EM02 22275000 at Nottingham changes to 223230000 at Derby Newark Castle Nottingham Direct EM01 22277000 156 1 1 0 Newark North Gate Cleethorpes Lincoln and EM01 22277000 156 0 1 0 Market Rasen changes to changes to EM02 22836000 at Lincoln Newark North Gate Lincoln Direct EM01 22277000 156 14 9 10 Newark North Gate Peterborough Lincoln EM01 22277000 156 1 1 0 changes to 22812000 at Lincoln Nottingham Cleethorpes Newark Castle, EM01 22277000 156 0 0 3 Lincoln and changes to changes to Market Rasen EM02 22836000 at Lincoln Nottingham Crewe Derby EM01 22275000 156 3 3 0 changes to changes to EM02 22320000 at Derby OFFICIAL 1 2 Service Group : EM01 East Midlands Local Service description Passenger Train Slots 22323000 : Derby - Matlock 22275000 : Derby - Nottingham 22277000 : Nottingham - Newark - Lincoln 22321000 : Nottingham - Leicester 12325021 : Nottingham - Mansfield Woodhouse - Worksop 22812000 : Doncaster - Lincoln - Spalding / Peterborough From To Via Description TSC Timing Load Weekday Saturday Sunday Nottingham Derby Long Eaton EM01 22275000 156 3 2 1 Nottingham Grimsby Town Lincoln EM01 22277000 156 2 0 0 changes to changes to EM02 22836000 at Lincoln Nottingham Leicester Loughborough EM01 22321000 156 5 3 0 Nottingham Lincoln Newark Castle EM01 22277000 156 1 2 10 Nottingham Mansfield Hucknall EM01 12325021 170 11 10 9 Woodhouse Nottingham Matlock Derby EM01 22275000 156 15 17 11 changes to 22323000 at Derby Nottingham Newark Castle Direct EM01 22277000 156 2 1 0 Nottingham Sleaford Lincoln EM01 22277000 156 1 0 0 changes to 22812000 at Lincoln Nottingham Worksop Hucknall and EM01 12325021 170 18 18 0 Mansfield Woodhouse Peterborough Doncaster Lincoln and EM01 22812000 156 5 5 0 Gainsborough Lea Road Peterborough Lincoln Sleaford EM01 22812000 156 8 7 0 OFFICIAL 1 2 Service Group : EM01 East Midlands Local Service description Passenger Train Slots 22323000 : Derby - Matlock 22275000 : Derby - Nottingham 22277000 : Nottingham - Newark - Lincoln 22321000 : Nottingham - Leicester 12325021 : Nottingham - Mansfield Woodhouse - Worksop 22812000 : Doncaster - Lincoln - Spalding / Peterborough From To Via Description TSC Timing Load Weekday Saturday Sunday Peterborough Newark North Lincoln EM01 22812000 156 2 0 0 Gate changes to 22277000 at Lincoln Sleaford Lincoln Direct EM01 22812000 156 1 1 0 Sleaford Newark North Lincoln EM01 22812000